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August 2, 2016 4:12 PM EDT


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
_____________________________________________________________
FORM 8-K
_____________________________________________________________ 

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event Reported): August 2, 2016

_____________________________________________________________ 
MAXWELL TECHNOLOGIES, INC.

(Exact Name of Registrant as Specified in its Charter)
_____________________________________________________________ 
 
 
 
 
 
Delaware
 
001-15477
 
95-2390133
(State or Other Jurisdiction
of Incorporation)
 
(Commission File Number)
 
(I.R.S. Employer
Identification Number)

3888 Calle Fortunada
San Diego, California 92123
(Addresses of principal executive offices, including zip code)
(858) 503-3300
(Registrant’s telephone number, including area code)
_____________________________________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))





Item 2.02. Results of Operations and Financial Condition.
On August 2, 2016, Maxwell Technologies, Inc. (the “Company”) issued a press release announcing the Company’s results for its fiscal quarter ended June 30, 2016. A copy of this press release is attached hereto as Exhibit 99.1.
This information and the exhibits hereto are being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
(d)
Exhibits
 
 
 
Exhibit No.
  
Description
 
 
99.1
  
Press release issued by Maxwell Technologies, Inc. on August 2, 2016





SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
 
 
 
MAXWELL TECHNOLOGIES, INC.
 
 
 
 
By:
 
/s/ David Lyle
 
 
 
David Lyle
 
 
 
Senior Vice President, Chief Financial Officer, Treasurer and Secretary
Date: August 2, 2016





EXHIBIT INDEX
 
 
 
 
Exhibit No.
  
Description
 
 
99.1
  
Press Release issued by Maxwell Technologies, Inc. on August 2, 2016



Exhibit 99.1
NEWS RELEASE

For Immediate Release
MAXWELL REPORTS SECOND QUARTER 2016 RESULTS
~ Provides Business Outlook for Third Quarter 2016 ~

Note: A webcast of Maxwell's conference call will be available at 5:00 p.m. EDT today at http://investors.maxwell.com.
SAN DIEGO - August 2, 2016 - Maxwell Technologies, Inc. (NASDAQ: MXWL) today reported operational and financial results for the three months ended June 30, 2016. Total revenues for the second quarter of 2016 were $34.1 million, compared with $35.2 million for the first quarter of 2016 and $37.8 million for the prior year quarter. Net income for the second quarter of 2016 was $2.2 million, compared with a net loss of $6.8 million for the first quarter of 2016 and a net loss of $9.4 million for the prior year quarter. The Company reported $(0.7) million of adjusted earnings before interest, taxes, depreciation and amortization (Adjusted EBITDA) for the second quarter of 2016, compared with $(1.3) million for the first quarter of 2016 and $0.7 million for the prior year quarter. Non-GAAP net loss for the second quarter of 2016 was $4.0 million, compared with $4.3 million for the first quarter of 2016 and $3.2 million for the prior year quarter.

"Second quarter financial results came in about where we expected despite a lack of clarity around changes to China's bus subsidy policy. Our third quarter outlook reflects continued weakness from the China bus market and a new challenge presented by a sudden slowdown in wind turbine deployments in China as we believe local governments are slowing down new installations in order to address local economic issues," said Dr. Franz Fink, Maxwell's president and chief executive officer. "The proactive steps we took last year to restructure the company will allow us to withstand these more difficult near-term challenges. As we look at our growth prospects, we are making good progress executing our strategy of diversifying our business and we are establishing important partnerships that will allow us to transition our business to a very large, future market opportunity."




MAXWELL TECHNOLOGIES REPORTS SECOND QUARTER 2016 RESULTS

Financial Results and Operating Metrics (1)
(Unaudited; in thousands, except for per share amounts)
 
 
Three Months Ended
 
Six Months Ended
 
 
June 30, 2016
 
March 31, 2016
 
June 30, 2015
 
June 30, 2016
 
June 30, 2015
Total revenue
 
$
34,135

 
$
35,203

 
$
37,796

 
$
69,338

 
$
72,466

Ultracapacitor revenue
 
$
21,224

 
$
23,520

 
$
23,449

 
$
44,744

 
$
45,393

High-Voltage revenue
 
$
11,841

 
$
8,177

 
$
11,892

 
$
20,018

 
$
22,543

Microelectronics revenue
 
$
1,070

 
$
3,506

 
$
2,455

 
$
4,576

 
$
4,530

Gross margin
 
29.2
%
 
27.4
%
 
32.2
%
 
28.3
%
 
31.0
%
Non-GAAP gross margin
 
30.0
%
 
28.4
%
 
33.0
%
 
29.2
%
 
31.7
%
Operating loss
 
$
(3,812
)
 
$
(6,240
)
 
$
(6,259
)
 
$
(10,052
)
 
$
(14,831
)
Non-GAAP operating loss
 
$
(3,120
)
 
$
(3,721
)
 
$
(2,158
)
 
$
(6,841
)
 
$
(9,891
)
Net income (loss)
 
$
2,167

 
$
(6,848
)
 
$
(9,376
)
 
$
(4,681
)
 
$
(18,717
)
Net income (loss) per share
 
 
 
 
 
 
 
 
 
 
Basic and diluted
 
$
0.07

 
$
(0.22
)
 
$
(0.31
)
 
$
(0.15
)
 
$
(0.63
)
Adjusted EBITDA
 
$
(741
)
 
$
(1,259
)
 
$
711

 
$
(2,000
)
 
$
(4,147
)
Non-GAAP net loss
 
$
(4,038
)
 
$
(4,329
)
 
$
(3,190
)
 
$
(8,367
)
 
$
(11,692
)
Non-GAAP net loss per share
 
 
 
 
 
 
 
 
 
 
Basic and diluted
 
$
(0.13
)
 
$
(0.14
)
 
$
(0.11
)
 
$
(0.26
)
 
$
(0.39
)
Net cash provided by (used in) operating activities
 
$
(5,394
)
 
$
(1,594
)
 
$
1,901

 
$
(6,988
)
 
$
1,124

Cash purchases of property and equipment
 
$
1,391

 
$
2,238

 
$
942

 
$
3,629

 
$
2,217

Cash, cash equivalents and restricted cash
 
$
35,775

 
$
21,989

 
$
25,031

 
$
35,775

 
$
25,031

 
 
 
 
 
 
 
 
 
 
 
(1) For a reconciliation of non-GAAP financial measures, please refer to the section entitled “Reconciliation of GAAP to Non-GAAP Financial Measures” included at the end of this release. 
Discussion of Financial and Operational Results for the Quarter
Revenue and Gross Margin
•
Total revenue for the second quarter of 2016 was $34.1 million, compared with $35.2 million for the first quarter of 2016, primarily due to a decrease in ultracapacitor revenue and the sale of the microelectronics product line.
◦
Ultracapacitor revenue for the second quarter of 2016 was $21.2 million, compared with $23.5 million for the first quarter of 2016, primarily driven by an expected decline in the China hybrid bus market.
◦
High-voltage revenue was $11.8 million for the second quarter of 2016, compared with $8.2 million for the first quarter of 2016, primarily driven by a strong market in China following the release of China's new 5-year plan at the end of the first quarter.
◦
Microelectronic revenue for the second quarter of 2016 was $1.1 million, compared with $3.5 million for the first quarter of 2016. The microelectronics product line was sold in April 2016 and revenue for the second quarter of 2016 reflects the 27 day period during which it was owned by Maxwell, compared with a full quarter of results in the first quarter of 2016.
•
Gross margin for the second quarter of 2016 was 29.2% compared with 27.4% in the first quarter of 2016, primarily reflecting an increase in high-voltage revenue.
•
Non-GAAP gross margin for the second quarter of 2016 was 30.0% compared with 28.4% in the first quarter of 2016.
Net Income (Loss), Adjusted EBITDA, Operating Expense & Operating Loss
•
Net income for the second quarter of 2016 was $2.2 million, or $0.07 per share, compared with a net loss of $6.8 million, or $(0.22) per share, for the first quarter of 2016.
•
Non-GAAP net loss for the second quarter of 2016 was $4.0 million compared with a non-GAAP net loss of $4.3 million for the first quarter of 2016.
•
Adjusted EBITDA for the second quarter of 2016 was $(0.7) million, compared with $(1.3) million for the first quarter of 2016. The quarter-over-quarter improvement was primarily driven by margin improvements from increased high-voltage product sales and reduced operating expenses.


MAXWELL TECHNOLOGIES REPORTS SECOND QUARTER 2016 RESULTS

•
Operating expense for the second quarter of 2016 was $13.8 million, compared with $15.9 million for the first quarter of 2016, primarily driven by the release of a tax liability during the quarter, the sale of the microelectronics product line and several non-recurring items that resulted in higher first quarter operating expense.
•
Non-GAAP operating expense for the second quarter of 2016 was $13.4 million compared with $13.7 million for the first quarter of 2016 and excludes stock-based compensation, legal expenses associated with SEC and FCPA matters, the release of a tax liability, and other non-standard charges not reflective of the on-going costs to run the business.
•
Operating loss for the second quarter of 2016 was $3.8 million, compared with an operating loss of $6.2 million for the first quarter of 2016. The quarter-over-quarter improvement was primarily driven by higher gross margins and lower operating expenses.
•
Non-GAAP operating loss for the second quarter of 2016 was $3.1 million compared with a non-GAAP operating loss of $3.7 million for the first quarter of 2016.
Capital Expenditures
•
Capital expenditures during the second quarter of 2016 were $1.4 million, compared with $2.2 million for the first quarter of 2016. Capital expenditures of $1.4 million in the second quarter of 2016 primarily related to the manufacturing consolidation and capital investments to support new technology and research & development activities.
Business Outlook
•
Total revenue for the third quarter of 2016 is expected to be in the range of $24 million to $27 million.
•
Gross margin for the third quarter of 2016 is expected to be in the range of 28% to 31%.
•
Non-GAAP gross margin for the third quarter of 2016 is expected to be in the range of 29% to 32%.
•
GAAP operating expense for the third quarter of 2016 is expected to be in the range of $13.8 million to $14.2 million.
•
Non-GAAP operating expense for the third quarter of 2016 is expected to be in the range of $12.5 million to $12.9 million.
The Company has reconciled expected GAAP and Non-GAAP gross margin, operating expenses, adjusted EBITDA, net loss and net loss per share at the midpoint of expectations. However, the Company is not able to estimate additional potentially excluded and reconciling amounts due to the substantial uncertainties involved. The effect of these excluded items may be significant.
The reconciliation of GAAP and non-GAAP third quarter outlook is as follows (in millions, except for percentages and per share data):
 
 
Projected at Midpoint of Guidance
 
 
 
Projected at Midpoint of Guidance
 
 
Three Months Ended September 30, 2016
 
 
 
Three Months Ended September 30, 2016
Gross Margin Reconciliation:
 
 
 
Total Operating Expenses Reconciliation:
 
 
GAAP gross margin
 
29.5
%
 
GAAP total operating expenses
 
$
14.0

Stock-based compensation expense
 
1.0
%
 
Stock-based compensation expense
 
1.3

Non-GAAP gross margin
 
30.5
%
 
Non-GAAP total operating expenses
 
$
12.7

 
 
 
 
 
 
 
Net Loss Reconciliation:
 
 
 
Adjusted EBITDA Reconciliation:
 
 
GAAP net loss
 
$
(7.3
)
 
GAAP net loss
 
$
(7.3
)
Stock-based compensation expense
 
1.6

 
Interest, taxes, depreciation
 
3.3

Non-GAAP net loss
 
$
(5.7
)
 
EBITDA
 
(4.0
)
 
 
 
 
Stock-based compensation expense
 
1.6

Net Loss per Share Reconciliation:
 
 
 
Adjusted EBITDA
 
$
(2.4
)
GAAP net loss per basic share
 
$
(0.23
)
 
 
 
 
Stock-based compensation expense
 
0.05

 
 
 
 
Non-GAAP net loss per diluted share
 
$
(0.18
)
 
 
 
 


MAXWELL TECHNOLOGIES REPORTS SECOND QUARTER 2016 RESULTS

Other Business & Operational Highlights
•
Completed sale of microelectronics product line to Data Device Corporation for $21 million. The sale included all assets and certain liabilities related to the microelectronics product line. Thirty-seven employees transitioned from Maxwell to DDC as part of the transaction.
•
Welcomed Steve Bilodeau and Jörg Buchheim to Maxwell's board of directors. The two new members bring strong backgrounds in operational and executive management as well as key company and industry experience to complement Maxwell's already experienced board.
Webcast Information
As previously announced, Maxwell management will host a live webcast at approximately 5:00 p.m. EDT / 2:00 p.m. PDT today to discuss these results. Other forward-looking and material information may also be discussed during this call.
The call may be accessed by dialing toll-free, (800) 894-5910 from the U.S. and Canada, or (785) 424-1052 for international callers, and entering the conference ID, MAXWELL.
More information about this event including a live webcast and other supporting materials may be accessed by visiting http://investors.maxwell.com.
A replay of the conference call will be available for a limited time by visiting http://investors.maxwell.com.
About Maxwell
Maxwell is a global leader in the development and manufacture of innovative, cost-effective energy storage and power delivery solutions. Our ultracapacitor products provide safe and reliable power solutions for applications in consumer and industrial electronics, transportation, renewable energy and information technology. Our CONDIS® high-voltage grading and coupling capacitors help to ensure the safety and reliability of electric utility infrastructure and other applications involving transport, distribution and measurement of high-voltage electrical energy. For more information, visit www.maxwell.com.

Notes Regarding Non-GAAP Financial Measures
The Company uses non-GAAP financial measures for internal evaluation and to report the results of its business. Information presented in this press release and in the attached financial tables includes financial information prepared in accordance with generally accepted accounting principles in the U.S., or GAAP, as well as non-GAAP financial measures. Generally, a non-GAAP financial measure, within the meaning of Item 10 of Regulation S-K promulgated by the Securities and Exchange Commission (SEC), is a numerical measure of a company's financial performance or cash flows that (a) excludes amounts, or is subject to adjustments that have the effect of excluding amounts, which are included in the most directly comparable measure calculated and presented in accordance with GAAP in the condensed consolidated balance sheets, condensed consolidated statements of comprehensive income or condensed consolidated statements of cash flows; or (b) includes amounts, or is subject to adjustments that have the effect of including amounts, which are excluded from the most directly comparable measure so calculated and presented.
The Company uses the following non-GAAP financial measures in this release, in its earnings conference call and in its on-going evaluation of the business: (a) non-GAAP gross profit; (b) non-GAAP operating expense; (c) non-GAAP income (loss) from operations; (d) EBITDA; (e) adjusted EBITDA; (f) non-GAAP net income (loss); (g) non-GAAP net income (loss) per diluted share and (h) non-GAAP gross margin.
The Company believes that these measures provide useful information to its management, board of directors and investors about its operating activities and business trends related to its financial condition and results of operations.
In addition, the Company's management and board of directors use these non-GAAP financial measures in developing operating budgets and in reviewing the Company's results of operations, as non-cash items, non-recurring items and items unrelated to ongoing operating results have limited impact on current and future operating decisions. Additionally, the Company believes that inclusion of non-GAAP financial measures provides consistency and comparability with its past reports of financial results. Non-GAAP financial measures should be considered in addition to, but not as a substitute for, the information prepared in accordance with GAAP. These measures are intended to supplement GAAP financial information, and may be computed differently from non-GAAP financial measures used by other companies. However, investors should be aware that non-GAAP measures have inherent limitations and should be read in conjunction with the Company's consolidated financial statements prepared in accordance with GAAP.
The Company's statements of operations included in this news release are affected by the following non-cash items, non-recurring items or items unrelated to its ongoing operating results:


MAXWELL TECHNOLOGIES REPORTS SECOND QUARTER 2016 RESULTS

•
Stock-based compensation expense consists of non-cash charges for employee stock options, restricted stock awards, restricted stock units, employee stock purchase plan awards and bonuses expected to be settled with the Company's fully vested common stock.
•
Gain on sale of product line consists of the gain recorded in connection with the sale of the Company's microelectronics product line.
•
Release of tax liability consists of a foreign tax liability that was released without payment due to the lapse of a statute of limitation.
•
Tax impact of potential cash repatriation consists of non-cash charges associated with a portion of the unremitted earnings of a foreign subsidiary that may be repatriated to the U.S.
•
Restructuring and related costs represent restructuring and exit costs incurred in connection with the Company's restructuring plan, disposition transaction costs consisting of legal fees and other expenses incurred in connection with the sale of the microelectronics product line and executive transition costs representing recruiting and other expenses incurred in relation to the resignation and hiring of certain executive officers.
•
Accelerated depreciation charges represent the adjustment of the remaining useful life for certain manufacturing equipment in connection with the Company's restructuring plan.
•
CFO transition costs consist of severance charges related to the departure of the Company's former CFO.
•
Shareholder proxy advisement fees represent external advisor expenses incurred in connection with preparing for the Company's 2016 shareholder proxy and annual meeting.
•
Legal costs for the FCPA and SEC matters represent external legal expenses related to the U.S. Securities and Exchange Commission's investigation of the facts and circumstances surrounding the restatement of the Company's financial statements for the fiscal years 2011 and 2012, as well as for ongoing legal matters related to previous Foreign Corrupt Practices Act (FCPA) violations.
Reconciliations of non-GAAP financial measures used in this release to the most directly comparable GAAP financial measures can be found in the section entitled “Reconciliation of GAAP to Non-GAAP Financial Measures” included toward the end of this release.
Forward-Looking Statements
Statements in this news release that are “forward-looking statements” are based on current expectations and assumptions that are subject to risks and uncertainties and are subject to the Safe Harbor provisions created by the Private Securities Litigation Reform Act of 1995. Such risks, uncertainties and contingencies include, but are not limited to, the following:
•
Our ability to remain competitive and stimulate customer demand through successful introduction of new products, and to educate our prospective customers on the products we offer;
•
Dependence upon the sale of products to a small number of customers and vertical markets, some of which are heavily dependent on government funding or government subsidy programs which could be reduced, modified or discontinued in the future;
•
Dependence upon the sale of products into Asia and Europe, where macroeconomic factors outside our control may adversely affect our sales;
•
Downward pressures on product pricing from increased competition and shifts in sales mix with respect to low margin and high margin business;
•
Risks related to our international operations including, but not limited to, our ability to adequately comply with the changing rules and regulations in countries where our business is conducted, our ability to oversee and control our foreign subsidiaries and their operations, our ability to effectively manage foreign currency exchange rate fluctuations arising from our international operations, and our ability to continue to comply with the U.S. Foreign Corrupt Practices Act as well as the anti-bribery laws of foreign jurisdictions;
•
Risk that our restructuring efforts may not be successful and that we may not be able to realize the anticipated cost savings and other benefits;
•
Successful acquisition, development and retention of key personnel;
•
Our ability to effectively manage our reliance upon certain suppliers of key component parts, specialty equipment and logistical services;
•
Our ability to match production volume to actual customer demand;
•
Our ability to manage product quality problems;


MAXWELL TECHNOLOGIES REPORTS SECOND QUARTER 2016 RESULTS

•
Our ability to protect our intellectual property rights and to defend claims against us;
•
Our ability to effectively identify, enter into, manage and benefit from strategic alliances;
•
Occurrence of a catastrophic event at any of our facilities;
•
Occurrence of a technology systems failure, network disruption, or breach in data security;
•
Our ability to obtain sufficient capital to meet our operating or other needs; and,
•
Our ability to manage and minimize the impact of unfavorable legal proceedings.
For further information regarding risks and uncertainties associated with Maxwell's business, please refer to the “Management's Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors” sections of our SEC filings, including, but not limited to, our annual report on Form 10-K and quarterly reports on Form 10-Q. Copies of these documents may be obtained by contacting Maxwell's investor relations department at (858) 503-3359, or at our investor relations website: investors.maxwell.com. All information in this release is as of August 2, 2016. The Company undertakes no duty to update any forward-looking statement to reflect actual results or changes in the Company's expectations.
Media & Investor Contact: Amy Wakeham, +1 858.503.3359; [email protected]



MAXWELL TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
(Unaudited)

 
 
Three Months Ended
 
Six Months Ended
 
 
June 30, 2016
 
March 31, 2016
 
June 30, 2015
 
June 30, 2016
 
June 30, 2015
Revenue
 
$
34,135

 
$
35,203

 
$
37,796

 
$
69,338

 
$
72,466

Cost of revenue
 
24,154

 
25,550

 
25,643

 
49,704

 
50,010

Gross profit
 
9,981

 
9,653

 
12,153

 
19,634

 
22,456

Operating expenses:
 
 
 
 
 
 
 
 
 
 
Selling, general and administrative
 
8,223

 
10,098

 
10,142

 
18,321

 
21,099

Research and development
 
5,461

 
5,607

 
5,930

 
11,068

 
13,848

Restructuring and exit costs
 
109

 
188

 
2,340

 
297

 
2,340

Total operating expenses
 
13,793

 
15,893

 
18,412

 
29,686

 
37,287

Loss from operations
 
(3,812
)
 
(6,240
)
 
(6,259
)
 
(10,052
)
 
(14,831
)
Gain on sale of product line
 
(6,657
)
 
—

 
—

 
(6,657
)
 
—

Interest expense, net
 
61

 
70

 
77

 
131

 
171

Other income
 
(47
)
 
(84
)
 
—

 
(131
)
 
—

Foreign currency exchange loss, net
 
64

 
139

 
85

 
203

 
413

Income (loss) before income taxes
 
2,767

 
(6,365
)
 
(6,421
)
 
(3,598
)
 
(15,415
)
Income tax provision
 
600

 
483

 
2,955

 
1,083

 
3,302

Net income (loss)
 
$
2,167

 
$
(6,848
)
 
$
(9,376
)
 
$
(4,681
)
 
$
(18,717
)
Net income (loss) per common share:
 
 
 
 
 
 
 
 
 
 
Basic and diluted
 
$
0.07

 
$
(0.22
)
 
$
(0.31
)
 
$
(0.15
)
 
$
(0.63
)
Weighted average common shares outstanding:
 
 
 
 
 
 
 
 
 
 
Basic
 
31,842

 
31,650

 
30,323

 
31,746

 
29,886

Diluted
 
32,027

 
31,650

 
30,323

 
31,746

 
29,886





MAXWELL TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except per share data)
(Unaudited)

 
 
June 30,
2016
 
December 31, 2015
ASSETS
 
 
 
 
Current assets:
 
 
 
 
Cash and cash equivalents
 
$
35,675

 
$
24,382

Restricted cash
 
100

 
400

Trade and other accounts receivable, net
 
25,874

 
43,172

Inventories, net
 
32,955

 
39,055

Prepaid expenses and other current assets
 
4,702

 
2,593

Total current assets
 
99,306

 
109,602

Property and equipment, net
 
30,428

 
32,324

Goodwill
 
23,649

 
23,635

Pension asset
 
6,122

 
5,849

Other non-current assets
 
627

 
603

Total assets
 
$
160,132

 
$
172,013

 
 
 
 
 
LIABILITIES AND STOCKHOLDERS' EQUITY
 
 
 
 
Current liabilities:
 
 
 
 
Accounts payable and accrued liabilities
 
$
23,438

 
$
33,985

Accrued employee compensation
 
6,722

 
6,672

Deferred revenue and customer deposits
 
3,316

 
3,066

Short-term borrowings and current portion of long-term debt
 
33

 
42

Total current liabilities
 
33,509

 
43,765

Deferred tax liability, long-term
 
6,143

 
6,076

Long-term debt, excluding current portion
 
36

 
49

Other long-term liabilities
 
2,596

 
2,947

Total liabilities
 
42,284

 
52,837

Stockholders' equity:
 
 
 
 
Common stock, $0.10 par value per share, 80,000 and 40,000 shares authorized at June 30, 2016 and December 31, 2015, respectively; 32,082 and 31,782 shares issued and outstanding at June 30, 2016 and December 31, 2015, respectively
 
3,205

 
3,176

Additional paid-in capital
 
293,800

 
291,505

Accumulated deficit
 
(185,080
)
 
(180,399
)
Accumulated other comprehensive income
 
5,923

 
4,894

Total stockholders' equity
 
117,848

 
119,176

Total liabilities and stockholders' equity
 
$
160,132

 
$
172,013




MAXWELL TECHNOLOGIES, INC.
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES
(in thousands, except per share data)
(Unaudited)
 
Three Months Ended
 
Six Months Ended
 
June 30, 2016
 
March 31, 2016
 
June 30, 2015
 
June 30, 2016
 
June 30, 2015
Gross Profit Reconciliation:
 
 
 
 
 
 
 
 
 
GAAP gross profit
$
9,981

 
$
9,653

 
$
12,153

 
$
19,634

 
$
22,456

Stock-based compensation expense
262

 
235

 
147

 
497

 
353

Accelerated depreciation
—

 
125

 
184

 
125

 
184

Non-GAAP gross profit
$
10,243

 
$
10,013

 
$
12,484

 
$
20,256

 
$
22,993

Total Operating Expenses Reconciliation:
 
 
 
 
 
 
 
 
 
GAAP total operating expenses
$
13,793

 
$
15,893

 
$
18,412

 
$
29,686

 
$
37,287

Stock-based compensation expense
(1,197
)
 
(968
)
 
(864
)
 
(2,165
)
 
(1,497
)
Restructuring and related costs
(279
)
 
(574
)
 
(2,340
)
 
(853
)
 
(2,340
)
CFO transition
—

 
—

 
(284
)
 
—

 
(284
)
Release of tax liability(1)
1,278

 
—

 
—

 
1,278

 
—

Shareholder proxy advisement fees
—

 
(314
)
 
—

 
(314
)
 
—

Legal costs for SEC and FCPA matters
(232
)
 
(303
)
 
(282
)
 
(535
)
 
(282
)
Non-GAAP operating expenses
$
13,363

 
$
13,734

 
$
14,642

 
$
27,097

 
$
32,884

Income (Loss) From Operations Reconciliation:
 
 
 
 
 
 
 
 
 
GAAP loss from operations
$
(3,812
)
 
$
(6,240
)
 
$
(6,259
)
 
$
(10,052
)
 
$
(14,831
)
Stock-based compensation expense
1,459

 
1,203

 
1,011

 
2,662

 
1,850

Restructuring and related costs
279

 
574

 
2,340

 
853

 
2,340

Accelerated depreciation
—

 
125

 
184

 
125

 
184

CFO transition
—

 
—

 
284

 
—

 
284

Release of tax liability(1)
(1,278
)
 
—

 
—

 
(1,278
)
 
—

Shareholder proxy advisement fees
—

 
314

 
—

 
314

 
—

Legal costs for SEC and FCPA matters
232

 
303

 
282

 
535

 
282

Non-GAAP loss from operations
$
(3,120
)
 
$
(3,721
)
 
$
(2,158
)
 
$
(6,841
)
 
$
(9,891
)
Adjusted EBITDA Reconciliation:
 
 
 
 
 
 
 
 
 
GAAP net income (loss)
$
2,167

 
$
(6,848
)
 
$
(9,376
)
 
$
(4,681
)
 
$
(18,717
)
Interest expense, net
61

 
70

 
77

 
131

 
171

Income tax provision
600

 
483

 
2,955

 
1,083

 
3,302

Depreciation
2,379

 
2,587

 
3,002

 
4,966

 
5,826

Amortization of intangible assets
—

 
—

 
51

 
—

 
102

EBITDA
5,207

 
(3,708
)
 
(3,291
)
 
1,499

 
(9,316
)
Foreign currency exchange loss, net
64

 
139

 
85

 
203

 
413

Other income
(47
)
 
(84
)
 
—

 
(131
)
 
—

Stock-based compensation expense
1,459

 
1,203

 
1,011

 
2,662

 
1,850

Gain on sale of product line
(6,657
)
 
—

 
—

 
(6,657
)
 
—

Restructuring and related costs
279

 
574

 
2,340

 
853

 
2,340

CFO transition
—

 
—

 
284

 
—

 
284

Release of tax liability(1)
(1,278
)
 
—

 
—

 
(1,278
)
 
—

Shareholder proxy advisement fees
—

 
314

 
—

 
314

 
—

Legal costs for SEC and FCPA matters
232

 
303

 
282

 
535

 
282

Adjusted EBITDA
$
(741
)
 
$
(1,259
)
 
$
711

 
$
(2,000
)
 
$
(4,147
)


 
Three Months Ended
 
Six Months Ended
 
June 30, 2016
 
March 31, 2016
 
June 30, 2015
 
June 30, 2016
 
June 30, 2015
Net Income (Loss) Reconciliation:
 
 
 
 
 
 
 
 
 
GAAP net income (loss)
$
2,167

 
$
(6,848
)
 
$
(9,376
)
 
$
(4,681
)
 
$
(18,717
)
Stock-based compensation expense
1,459

 
1,203

 
1,011

 
2,662

 
1,850

Gain on sale of product line
(6,657
)
 
—

 
—

 
(6,657
)
 
—

Tax impact of potential cash repatriation
—

 
—

 
2,085

 
—

 
2,085

Restructuring and related costs
279

 
574

 
2,340

 
853

 
2,340

Accelerated depreciation
—

 
125

 
184

 
125

 
184

CFO transition
—

 
—

 
284

 
—

 
284

Release of tax liability(1)
(1,518
)
 
—

 
—

 
(1,518
)
 
—

Shareholder proxy advisement fees
—

 
314

 
—

 
314

 
—

Legal costs for SEC and FCPA matters
232

 
303

 
282

 
535

 
282

Non-GAAP net loss
$
(4,038
)
 
$
(4,329
)
 
$
(3,190
)
 
$
(8,367
)
 
$
(11,692
)
Net Income (Loss) per Share Reconciliation:
 
 
 
 
 
 
 
 
 
GAAP net income (loss) per diluted share
$
0.07

 
$
(0.22
)
 
$
(0.31
)
 
$
(0.15
)
 
$
(0.63
)
Stock-based compensation expense
0.04

 
0.04

 
0.03

 
0.09

 
0.06

Gain on sale of product line
(0.21
)
 
—

 
—

 
(0.21
)
 
—

Tax impact of potential cash repatriation
—

 
—

 
0.07

 
—

 
0.07

Restructuring and related costs
0.01

 
0.02

 
0.07

 
0.03

 
0.08

Accelerated depreciation
—

 
*

 
0.01

 
*

 
0.01

CFO transition
—

 
—

 
0.01

 
—

 
0.01

Release of tax liability(1)
(0.05
)
 
—

 
—

 
(0.05
)
 
—

Shareholder proxy advisement fees
—

 
0.01

 
—

 
0.01

 
—

Legal costs for SEC and FCPA matters
0.01

 
0.01

 
0.01

 
0.02

 
0.01

Non-GAAP net loss per diluted share
$
(0.13
)
 
$
(0.14
)
 
$
(0.11
)
 
$
(0.26
)
 
$
(0.39
)
Weighted average diluted common shares outstanding used for:
 
 
 
 
 
 
 
 
 
GAAP net income (loss)
32,027
 
31,650
 
30,323
 
31,746
 
29,886
Non-GAAP net loss
31,842
 
31,650
 
30,323
 
31,746
 
29,886

*
Net income (loss) effect of this reconciling item was less than $0.01 per share.
(1) 
Release of tax liability is partially related to operating expense and partially related to income tax expense.



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